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Home My WebLink About20223347.tiffRESOLUTION RE: APPROVE CONTRACT TO BUY AND SELL REAL ESTATE (23973 CARR RURAL), AND AUTHORIZE CHAIR TO SIGN ALL NECESSARY DOCUMENTS - LAZY TWO RANCH, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract to Buy and Sell Real Estate (23973 Carr Rural) regarding a property further described as part of the NE1/4 of Section 2, Township 10 North, Range 67 West of the 6th P.M., Weld County, Colorado ("the Property"), and WHEREAS, the purchase of the Property, for the sum of $400,000.00, is desirable for use by Weld County as additional land to augment the future Weld County Rail Spur, and WHEREAS, after review, the Board deems it advisable to approve said Contract to Buy and Sell Real Estate, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract to Buy and Sell Real Estate (23973 Carr Rural) regarding a property further described as part of the NE1/4 of Section 2, Township 10 North, Range 67 West of the 6th P.M., Weld County, Colorado, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign all necessary documents. GO , SGerr /S6), cA(St;) i2/Ic/22 2022-3347 PR0037 CONTRACT TO BUY AND SELL REAL ESTATE (23973 CARR RURAL) — LAZY TWO RANCH, LLC PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 5th day of December, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WELD CNTY, COLORADO ATTEST: dithAj Scott K James, Chair Weld County Clerk to the Board EXCUSED BY: Deputy Clerk to the Boar APPReVED AS TO FOR County Att Date of signature: 12/a/22. Mik man, Pro-Tem Perry Lori Sain 2022-3347 PR0037 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 Waypoint Real Estate /• Waypoi nt 125 S Howes, Suite 500 l REAL E5TATE Fort Collins, CO 80521 Phone: (970)632-5050 1 I The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. I 2 J (CBS4-6-21) (Mandatory 1-22) 3 4 THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR 5 OTHER COUNSEL BEFORE SIGNING. 6 7 8 9 10 11 12 13 CONTRACT TO BUY AND SELL REAL ESTATE (LAND) ( ® Property with No Residences) (O Property with Residences —Residential Addendum Attached) AGREEMENT Date: November 28, 2022 I4 1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set 15 forth in this contract (Contract). 16 2. PARTIES AND PROPERTY. 17 2.1. Buyer. Weld County Colorado, (Buyer) will take title 18 to the Property described below as O Joint Tenants ❑ Tenants In Common I Other N/A. 19 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 20 2.3. Seller. Lazy Two Ranch, LLC, a Colorado limited liability company (Seller) is the current 21 owner of the Property described below. 22 2.4. Property. The Property is the following legally described real estate in the County of Weld, Colorado: 23 (insert legal description): 24 23973 NE4 2-10-67 Weld County Parcel: 030302100005 25 26 27 28 29 30 31 known as No. N/A N/A Street Address City 32 33 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of 34 Seiler in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 35 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 36 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price 37 unless excluded under Exclusions: 38 N/A 39 40 41 If any additional items arc attached to the Property after the date of this Contract, such additional items are also included in the 42 Purchase Price. 43 2.5.2. Encumbered Inclusions. Any Inclusions owned by Seller (i.e., owned solar panels) must be conveyed at 44 Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and 45 encumbrances, except: CO N/A State Zip CBS4-6.21. CONTRA CTf t(j l�tX'AND SELL REAL ESTATE (LAND) I I/21/2022 11:49 Buyer initials Sellerinittsts LJEM Page 1 of 21 11/29/22 12/05 2022-3347 PR Ob3-1 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 46 N/A 47 48 49 2.5.3. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other 50 applicable legal instrument. 51 2.5.4. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer 52 at Closing (Leased Items): 53 N/A 54 55 56 57 2.6. Exclusions. The following items are excluded (Exclusions): 58 All oil and gae located in or under the Property. 59 60 61 62 63 2.7. Water Rights, Well Rights, Water and Sewer Taps. b4 ® 2.7.1. Deeded Water Rights. The following legally described water rights: 65 Any water, water rights, ditch, ditch rights, wells, well rights, reservoir 66 rights, ground water rights, (whether tributary or non -tributary and whether adjudicated or not), water taps and other entitlements to use water (whether contractual, by permit or otherwise) appurtenant to or belonging to, or currently or historically used in connection with or adjudicated for use on all or any part of the property. 67 68 Any deeded water rights will be conveyed by a good and sufficient Appropriate deed at Closing. 69 ® 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §02.7.1., 2.7.3., 70 2.7.4. and 2.7.5., will be transferred to Buyer at Closing: 71 Any water, water rights, ditch, ditch rights, wells, well rights, reservoir - 72 rights, ground water rights,(whether tributary or non -tributary and whether adjudicated or not), water taps and other entitlements to use water (whether contractual, by permit or otherwise) appurtenant to or belonging to, or currently or historically used in connection with or adjudicated for use on all or any part of the property. 73 74 75 76 © 2.73. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if 77 the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, 78 Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered 79 with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a 80 registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in 81 connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit # is 82 N/A . 83 ® 2.7.4. Water Stock Certificates. The water stock certificates to be transferred at Closing are as follows: 84 Any water, water rights, ditch, ditch rights, wells, well rights, reservoir 85 rights, ground water rights, (whether tributary or non —tributary and whether adjudicated or not), water taps and other entitlements to use water (whether contractual, by permit or otherwise) appurtenant to or belonging to, or currently or historically used in connection with or adjudicated for use on all or any part of the property. 86 87 2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being 88 conveyed as part of the Purchase Price as follows: C584.6-21. CONTRACT TO B D SELL REAL ESTATE (LAND) 1112312022 11:49 Buyer initials Seller initials ()6M] Page 2 of 21 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 89 Any water, water rights, ditch, ditch rights, wells, well rights, reservoir 90 rights, ground water rights, (whether tributary or non -tributary and whether adjudicated or not), water tape and other entitlements to use water (whether contractual, by permit or otherwise) appurtenant to or belonging to, or currently or historically used in connection with or adjudicated for use on all or any part of the property. 91 92 If any water or sewer taps are included in the sale, Buyer is advised to obtain, from the provider, written confirmation of 93 the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 94 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to § 2.7.2. (Other Rights Relating to Water), 95 § 2.7.3. (Well Rights), or § 2.7.4. (Water Stock Certificates), or § 2.7.5 (Water and Sewer Taps), Seller agrees to convey such rights 96 to Buyer by executing the applicable legal instrument at Closing. 97 2.7.7. Water Rights Review. Buyer 0 Does 0 Does Not have a Right to Terminate if examination of the Water 98 Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 99 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: 100 N/A 101 102 103 3. DATES, DEADLINES AND APPLICABILITY. 104 3.1. Dates and Deadlines. Item No. Reference Event Date or Deadline N/A 5 days after NEC §3 §4 Time of Day Deadline Alternative Earnest Money Deadline 2 Title §8 §8 §8 §8 §8 §8 Record Title Deadline (and Tax Certificate) Record Title Objection Deadline Of Record Title Deadline Off -Record Title Objection Deadline Title Resolution Deadline Third Party Right to Purchase/Approve Deadline 4 5 6 7 10 days after NEC 50 days after MSC 10 days after MEC 50 days after DEC 55 days after NEC N/A 8 Owners' Association 9 §7 §7 Association Documents Deadline Association Documents Termination Deadline N/A N/A 10 Seller's Disclosures Seller's Property Disclosure Deadline Lead -Based Paint Disclosure Deadline (if Residential Addendum attached) § 10 §10 10 days after MEC 12 N/A Loan and Credit New Loan Application Deadline New Loan Terms Deadline ii 13 §5 §5 §5 §5 §5 §5 §5 §5 §4 N/A N/A N/A N/A N/A N/A N/A N/A N/A 14 15 New Loan Availability Deadline Buyer's Credit Information Deadline Disapproval of Buyer's Credit Information Deadline Existing Loan Deadline Existing Loan Termination Deadline Loan Transfer Approval Deadline Seller or Private Financing Deadline 16 17 18 19 20 21 Appraisal Appraisal Deadline Appraisal Objection Deadline Appraisal Resolution Deadline 22 §6 §6 §6 N/A N/A N/A 23 24 :::t1:::oNTsACTNDsELLREALIsTATE(LAND) T U 11/23/2022 11:49 ;-] Seller initials (1 I Page 3 of 21 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 Survey ,..'-',:%---:: .. ...'-'11-,:=4,1, 25 § 9 New ILC or New Survey Deadline 45 days after MAC 26 § 9 New ILC or New Survey Objection Deadline 50 days after MAC 27 §9 New ILC or New Survey Resolution Deadline 55 days after MC Inspection and Due Diligence 28 § 2 Water Rights Examination Deadline N/A 29 § 8 Mineral Rights Examination Deadline N/A 30 § 10 Inspection Termination Deadline 55 days after MEC 31 § 10 Inspection Objection Deadline 50 days after MAC 32 § 10 Inspection Resolution Deadline 55 days after MAC 33 § 10 Property Insurance Termination Deadline N/A 34 § 10 Due Diligence Documents Delivery Deadline 10 days after NEC 35 § 10 Due Diligence Documents Objection Deadline 50 days after DEC 36 § 10 Due Diligence Documents Resolution Deadline 55 days after MAC 37 § 10 Environmental Inspection Termination Deadline 55 days after MAC 38 § 10 ADA Evaluation Termination Deadline N/A 39 § 10 Conditional Sale Deadline N/A 40 § 10 Lead -Based Paint Termination Deadline (if Residential Addendum attached) N/A 41 § 11 Estoppel Statements Deadline N/A 42 § 11 Estoppel Statements Termination Deadline N/A Closing and Possession a^ 43 § 12 Closing Date SO days after MEC or Sooner 44 § 17 Possession Date At Closing 45 § 17 Possession Time At Closing 46 § 27 Acceptance Deadline Date December 2, 2022 47 § 27 Acceptance Deadline Time 5:00 PM MST N/A N/A N/A N/A N/A N/A 105 3,2. Applicability of Terms. If any deadline blank in § 3.1. (Dates and Deadlines) is left blank or completed with "N/A", 106 or the word "Deleted", such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box 107 checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of 108 "None", such provision means that "None" applies. 109 The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The 110 abbreviation "N/A" as used in this Contract means not applicable. 111 33. Day; Computation of Period of Days; Deadlines. 112 33.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States 113 Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in § 3.1. 114 (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end I t5 on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of 116 Day Deadline is left blank or "N/A" the deadlines will expire at 11:59 p.m., United States Mountain Time. 117 33.2. Computation of Period of Days. In computing a period of days (e.g., three days after MEC), when the 118 ending date is not specified, the first day is excluded and the last day is included. 119 333. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such 120 deadline 0 Will 0 Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, 121 the deadline will not be extended. 122 4. PURCHASE PRICE AND TERMS. 123 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows: CBS4-6.21. CONTRACT Buyer initials SELL REAL ESTATE (LAND) 11/23/2022 11:49 [i1 'Page 4of21 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $ 400, 000.00 y 2 § 4.3 Earnest Money 's t ' $ 20, 000.00 3 § 4.5 New Loan = $ N/A 4 § 4.6 Assumption Balance --rte—•-- $ N/A 5 § 4.7 Private Financing � $ N/A 6 § 4.7 Seller Financing M; $ N/A 7 N/A N/A N/A N/A 8 N/A N/A N/A N/A 9 § 4.4 Cash at Closing 4 MrP $ 380, 000.00 10 TOTAL $ 400, 000.00 $ 400, 000.00 124 4.2. Seller Concession. At Closing, Seller will credit to Buyer $ N/A (Seller Concession). The Seller 125 Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender 126 and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller 127 Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any 128 other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer 129 elsewhere in this Contract. 130 43. Earnest Money. The Earnest Money set forth in this Section, in the form of a Check or Wire, will be 131 payable to and held by Seller's Selected Title Company (Earnest Money Holder), in its trust account, on behalf of 132 both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree 133 to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the 134 company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to 135 have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado 136 residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest 137 Money Holder in this transaction will be transferred to such fund. 138 43.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the 139 time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 140 43.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled 141 to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 24 and, except as provided 142 in § 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, 143 Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release 144 form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in § 23 145 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release 146 form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money 147 Release form), within three days of Buyer's receipt. 148 43.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the 149 Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "If Seller 150 is in Default", § 20.2. and § 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 151 43.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the 152 Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in wif Buyer 153 is in Default, § 20.1. and § 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 154 4.4. Form of Funds; Time of Payment; Available Funds. 155 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing 156 and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified 157 check, savings and loan teller's check and cashier's check (Good Funds). 158 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at 159 Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH 160 NONPAYING PARTY WILL BE IN DEFAULT. 161 4.43. Available Funds. Buyer represents that Buyer, as of the date of this Contract, HI Does ❑ Does Not have 162 funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1. 163 4.5. New Loan. OMITTED AS INAPPLICABLE. 171 4.6. Assumption. OMITTED AS INAPPLICABLE. CBS4-6-21. CONTRACT TOR ND S 1. REAL ESTATE (LAND) 11/23/2022 11:49 ° Page5of21 11/29/22Buyerinitials Sererinitials [1644] Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 184 4.7. Seller or Private Financing. OMITTED AS INAPPLICABLE. 200 ' TRANSACTION PROVISIONS 1 201 5. FINANCING CONDITIONS AND OBLIGATIONS. 202 5.1. New Loan Application. If Buyer is to pay all or pan of the Purchase Price by obtaining one or more new loans (New 203 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, must make an application verifiable 204 by such lender, on or before New Loan Application Deadline and exercise reasonable efforts to obtain such loan or approval. 205 5.2. New Loan Terms; New Loan Availability. 206 5.2.1. New Loan Terms. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 207 conditional upon Buyer determining, in Buyer's sole subjective discretion, whether the proposed New Loan's payments, interest 208 rate, conditions and costs or any other loan terms (New Loan Terms) are satisfactory to Buyer. This condition is for the sole benefit 209 of Buyer. Buyer has the Right to Terminate under * 24.1., on or before New Loan Terms Deadline, if the New Loan Terms are not 210 satisfactory to Buyer, in Buyer's sole subjective discretion. 211 5.2.2. New Loan Availabllity. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is 212 conditional upon Buyer's satisfaction with the availability of the New Loan based on the lender's review and underwriting of Buyer's 213 New Loan Application (New Loan Availability). Buyer has the Right to Terminate under § 24.1., on or before the New Loan 214 Availability Deadline if the New Loan Availability is not satisfactory to Buyer. Buyer does not have a Right to Terminate based on the 215 New Loan Availability if the termination is based on the New Loan Terms, Appraised Value (defined below), the Lender Property 216 Requirements (defined below), Insurability (§ 10.5. below) or the Conditional Upon Sale of Property (§ 10.7. below). IF SELLER IS 217 NOT IN DEFAULT AND DOES NOT TIMELY RECEIVE BUYER'S WRITTEN NOTICE TO TERMINATE, BUYER'S 218 EARNEST MONEY WILL BE NONREFUNDABLE, except as otherwise provided in this Contract (e.g., Appraisal, Title, 219 Survey). 220 53. Credit Information. If an existing loan is not to be released at Closing, this Contract is conditional (for the sole benefit 221 of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval will be in Seller's sole subjective 222 discretion. Accordingly: (1) Buyer must supply to Seller by Buyer's Credit Information Deadline, at Buyer's expense, information 223 and documents (including a current credit report) concerning Buyer's financial, employment and credit condition; (2) Buyer consents 224 that Seller may verify Buyer's financial ability and creditworthiness; and (3) any such information and documents received by Seller 225 must be held by Seller in confidence and not released to others except to protect Seller's interest in this transaction. If the Cash at 226 Closing is less than as set forth in § 4.1. of this Contract, Seller has the Right to Terminate under § 24.1., on or before Closing. If 227 Seller disapproves of Buyer's financial ability or creditworthiness, in Seller's sole subjective discretion, Seller has the Right to 228 Terminate under § 24.1., on or before Disapproval of Buyer's Credit Information Deadline. 229 5.4. Existing Loan Review. If an existing loan is not to be released at Closing, Seller must deliver copies of the loan 230 documents (including note, deed of trust and any modifications) to Buyer by Existing Loan Deadline. For the sole benefit of Buyer, 231 this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents. Buyer has the Right to 232 Terminate under § 24.1., on or before Existing Loan Termination Deadline, based on any unsatisfactory provision of such loan 233 documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the Property is required, this Contract is 234 conditional upon Buyer obtaining such approval without change in the terms of such loan, except as set forth in § 4.6. If lender's 235 approval is not obtained by Loan Transfer Approval Deadline, this Contract will terminate on such deadline. Seller has the Right 236 to Terminate under § 24.1., on or before Closing, in Seller's sole subjective discretion, if Seller is to be released from liability under 237 such existing loan and Buyer does not obtain such compliance as set forth in § 4.6. 238 6. APPRAISAL PROVISIONS. 239 6.1. Appraisal Definition. An "Appraisal" is an opinion of value prepared by a licensed or certified appraiser, engaged on 240 behalf of Buyer or Buyer's lender, to determine the Property's market value (Appraised Value). The Appraisal may also set forth 241 certain lender requirements, replacements, removals or repairs necessary on or to the Property as a condition for the Property to be 242 valued at the Appraised Value. 243 6.2. Appraised Value. The applicable appraisal provision set forth below applies to the respective loan type set forth in 244 § 4.5.3., or if a cash transaction (i.e., no financing), § 6.2.1. applies. 245 6.2.1. Conventional/Other. Buyer has the right to obtain an Appraisal. If the Appraised Value is less than the 246 Purchase Price, or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal 247 Objection Deadline: 248 6.2.1.L Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; 249 or 250 6.2.1.2. Appraisal Objection. Deliver to Seller a written objection accompanied by either a copy of the 251 Appraisal or written notice from lender that confirms the Appraised Value is less than the Purchase Price (Lender Verification). :::5:0NT84cTT01UtLLI'tPRT01'A5Bl 1152[]6A41 (Z,i�� Seller initials Page 6 sell 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 252 6.2.L3. Appraisal Resolution. If an Appraisal Objection is received by Seller, on or before Appraisal 253 Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution 254 Deadline, this Contract will terminate on the Appraisal Resolution Deadline, unless Seller receives Buyer's written withdrawal of 255 the Appraisal Objection before such termination, (i.e., on or before expiration of Appraisal Resolution Deadline). 256 6.3. Lender Property Requirements. If the lender imposes any written requirements, replacements, removals or repairs, 257 including any specified in the Appraisal (Lender Property Requirements) to be made to the Property (e.g., roof repair, repainting), 258 beyond those matters already agreed to by Seller in this Contract, this Contract terminates on the earlier of three days following 259 Seller's receipt of the Lender Property Requirements, or Closing, unless prior to termination: (1) the parties enter into a written 260 agreement to satisfy the Lender Property Requirements; (2) the Lender Property Requirements have been completed; or (3) the 261 satisfaction of the Lender Requirements is waived in writing by Buyer. 262 6.4. Cost of Appraisal. Cost of the Appraisal to be obtained after the date of this Contract must be timely paid by ❑ Buyer 263 O Seller. The cost of the Appraisal may include any and all fees paid to the appraiser, appraisal management company, lender's 264 agent or all three. 265 7. OWNERS' ASSOCIATIONS. This Section in applicable if the Property is located within one or more Common Interest 266 Communities and subject to one or more declarations (Association). 267 7.1. Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON 268 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. THE OWNER OF 269 THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE 270 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE 271 ASSOCIATION. THE DECLARATION, BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL 272 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS 273 OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD 274 PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS 275 AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING 276 CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A 277 COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS OF 278 PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL 279 OBLIGATIONS OF MEMBERS OF TILE ASSOCIATION. PURCHASERS SHOULD CAREFULLY READ THE 280 DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE 281 ASSOCIATION. 282 7.2. Association Documents to Buyer. Seller is obligated to provide to Buyer the Association Documents (defined below), 283 at Seller's expense, on or before Association Documents Deadline. Seller authorizes the Association to provide the Association 284 Documents to Buyer, at Seller's expense. Seller's obligation to provide the Association Documents is fulfilled upon Buyer's receipt 285 of the Association Documents, regardless of who provides such documents. 286 7.3. Association Documents. Association documents (Association Documents) consist of the following: 287 7.3.L All Association declarations, articles of incorporation, bylaws, articles of organization, operating agreements, 288 rules and regulations, party wall agreements and the Association's responsible governance policies adopted under § 38-33.3-209.5, 289 C.R.S.; 290 7.3.2. Minutes of: (1) the annual owners' or members' meeting and (2) any executive boards' or managers' meetings; 291 such minutes include those provided under the most current annual disclosure required under § 38-33.3-209.4, C.R.S. (Annual 292 Disclosure) and minutes of meetings, if any, subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding 293 minutes exist, then the most recent minutes, if any (§§ 73.1. and 73.2., collectively, Governing Documents); and 294 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure, including, 295 but not limited to, property, general liability, association director and officer professional liability and fidelity policies. The list must 296 include the company names, policy limits, policy deductibles, additional named insureds and expiration dates of the policies listed 297 (Association Insurance Documents); 298 7.3.4. A list by unit type of the Association's assessments, including both regular and special assessments as 299 disclosed in the Association's last Annual Disclosure; 300 7.3.5. The Association's most recent financial documents which consist of: (1) the Association's operating budget 301 for the current fiscal year, (2) the Association's most meent annual financial statements, including any amounts held in reserve for 302 the fiscal year immediately preceding the Association's last Annual Disclosure, (3) the results of the Association's most recent 303 available financial auditor review, (4) list of the fees and charges (regardless of name or title of such fees or charges) that the 304 Association's community association manager or Association will charge in connection with the Closing including, but not limited 305 to, any fee incident to the issuance of the Association's statement of assessments (Status Letter), any rush or update fee charged for 306 the Status Letter, any record change fee or ownership record transfer fees (Record Change Fee), fees to access documents, (5) list of C&54-6.21. CONTRACT TO BUY L REAL ESTATE (LAND) 11/23/2022 11:49 1 Buyer Initials Seller initials (J 41 Pagel of21 11/29/22 Aulhenlisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 307 all assessments required to be paid in advance, reserves or working capital due at Closing and (6) reserve study, if any (§§ 7.3.4. and 308 7.3.5., collectively, Financial Documents); 309 73.6. Any written notice from the Association to Seller of a "construction defect action" under § 38-33.3-303.5, 310 C.R.S. within the past six months and the result of whether the Association approved or disapproved such action (Construction 311 Defect Documents). Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under § 10.2. 312 (Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition) including any problems or defects in the common 313 elements or limited common elements of the Association property. 314 7.4. Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the Right to 315 Terminate under § 24.1., on or before Association Documents Termination Deadline, based on any unsatisfactory provision in 316 any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association Documents after 317 Association Documents Deadline, Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to 318 Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer does not receive 319 the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing 320 Date, Buyer's Notice to Terminate must be received by Seller on or before Closing. If Seller does not receive Buyer's Notice to 321 Terminate within such time, Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right 322 to Terminate under this provision, notwithstanding the provisions of § 8.6. (Third Party Right to Purchase/Approve). 323 8. TITLE INSURANCE, RECORD TITLE AND OFF -RECORD TITLE. 324 8.1. Evidence of Record Tide. 325 N 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance 326 company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish 327 to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, 328 or if this box is checked, 0 an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued 329 and delivered to Buyer as soon as practicable at or after Closing. 330 ❑ 8.1.2. Buyer Selects Title Insurance Company. if this box is checked, Buyer will select the title insurance 331 company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to 332 Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. 333 If neither box in § 8.1.1. or § 8.1.2. is checked, § 8.1.1. applies. 334 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment N Will 0 Will Not contain Owner's 335 Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions 336 which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap 337 period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, 338 assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by 339 N Buyer 0 Seller 0 One -Half by Buyer and One -Half by Seller 0 Other N/A. 340 Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over 341 any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, 342 among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under 343 § 8.7. (Right to Object to Title, Resolution). 344 8.1.4. Tide Documents. Title Documents consist of the following: (1) copies of any plats, declarations, covenants, 345 conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such 346 documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title 347 Documents). 348 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title 349 Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county 350 where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the 351 party or parties obligated to pay for the owner's title insurance policy. 352 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any 353 portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline. 354 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the 355 Title Documents as set forth in § 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's 356 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 357 any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title 358 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 359 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 360 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 361 required Title Document not timely received by Buyer, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 362 or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, CBS4-6-21. CONTRACT TO BUY AN 5Et REAL ESTATE (LAND) 11/23/2022 11:49 CIA 1 Page 8 of 21 11 /29/22 Boyer initials Seller initiate /, 1 Authentisign ID: AAFC1BEA-2F70-ED11-ADE6-0050F2765AB1 363 pursuant to this § 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in § 8.7. (Right to Object 364 to Title, Resolution). If Seller has fulfilled all Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1. 365 (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable 366 deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title 367 Documents as satisfactory. 368 8.3. Off -Record Title. Seller must deliver to Buyer, on or before Off -Record Title Deadline, true copies of all existing 369 surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without 370 limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which 371 Seller has actual knowledge (Off -Record Matters). This Section excludes any New ILC or New Survey governed under § 9 (New 372 ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown 373 by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of 374 Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection, notwithstanding § 8.2. 375 (Record Title) and § 13 (Transfer of Title), in Buyer's sole subjective discretion, must be received by Seller on or before Off -Record 376 Title Objection Deadline. If an Off -Record Matter is received by Buyer after the Off -Record Title Deadline, Buyer has until the 377 earlier of Closing or ten days after receipt by Buyer to review and object to such Off -Record Mauer. If Seller receives Buyer's Notice 378 to Terminate or Notice of Title Objection pursuant to this § 8.3. (Off -Record Title), any title objection by Buyer is governed by the 379 provisions set forth in § 8.7. (Right to Object to Title, Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice 380 of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off -Record Matters and rights, if 381 any, of third parties not shown by public records of which Buyer has actual knowledge. 382 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION 383 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE 384 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK 385 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE 386 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH 387 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE 388 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY 389 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING 390 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND 391 RECORDER, OR THE COUNTY ASSESSOR. 392 8.5. Tax Certificate. A tax certificate paid for by 0 Seller ❑ Buyer, for the Property listing any special taxing districts 393 that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the Property is located 394 within a special taxing district and such inclusion is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may 395 terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, 396 Buyer, at Buyer's option, has the Right to Terminate under § 24.1. by Buyer's Notice to Terminate received by Seller on or before 397 ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate 398 would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Seller on 399 or before Closing. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Tax 400 Certificate and the inclusion of the Property in a special taxing district, if applicable, as satisfactory and Buyer waives any Right to 401 Terminate under this provision. If Buyer's loan specified in § 4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax 402 Certificate, the Tax Certificate will be paid for by Seller. 403 8.6. Third Party Right to Purchase/Approve. If any third party has a right to purchase the Property (e.g., right of first 404 refusal on the Property, right to purchase the Property under a lease or an option held by a third party to purchase the Property) or a 405 right of a third party to approve this Contract, Seller must promptly submit this Contract according to the terms and conditions of 406 such right. If the third -party holder of such right exercises its right this Contract will terminate. If the third party's right to purchase 407 is waived explicitly or expires, or the Contract is approved, this Contract will remain in full force and effect. Seller must promptly 408 notify Buyer in writing of the foregoing. If the third party right to purchase is exercised or approval of this Contract has not occurred 409 on or before Third Party Right to Purchase/Approve Deadline, this Contract will then terminate. Seller will supply to Buyer, in 410 writing, details of any Third Party Right to Purchase the Property on or before the Record Title Deadline. 411 8.7. Right to Object to Title, Resolution. Buyer has a right to objector terminate, in Buyer's sole subjective discretion, 412 based on any title matters including those matters set forth in § 8.2. (Record Title), § 8.3. (Off -Record Title), § 8.5. (Special Taxing 413 District) and § 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or 414 before the applicable deadline, Buyer has the following options: 415 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of 416 Title Objection) on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or 417 before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives 418 Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and 419 waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title CBS4.6.21. CONTRACT TO BUY Buyer initials REAL ESTATE (LAND) 1 1/23/2022 11,49 �/ Seller initials Lie/ill Page 9 01'21 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 420 Deadline or the Off -Record Title Deadline, or both, are extended pursuant to § 8.2. (Record Tide) or § 8.3. (Off -Record Title) the 421 Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the 422 applicable documents; or 423 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under § 24.1., on or before 424 the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. 425 S.S. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed 426 carefully. Additionally, other matters not reflected in the Tide Documents may affect the title, ownership and use of the Property, 427 including, without limitation, boundary lines and encroachments, set -back requirements, area, zoning, building code violations, 428 unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various 429 laws and governmental regulations concerning land use, development and environmental matters. 430 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE 431 PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF 432 THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER 433 RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL 434 ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM 435 RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, 436 GAS OR WATER. 437 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO 438 ACCESS THE OIL, GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE AGREEMENT, A 439 MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND 440 RECORDER. 441 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT 442 TO THE PROPERTY MAY INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION 443 OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING 444 OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 445 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL 446 INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING 447 DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL 448 AND GAS CONSERVATION COMMISSION. 449 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or 450 not covered by the owner's title insurance policy. 451 8.9. Mineral Rights Review. Buyer ❑ Does 0 Does Not have a Right to Terminate if examination of the Mineral 452 Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline. 453 9. NEW ILC, NEW SURVEY. 454 9.L New ILC or New Survey. If the box is checiced, (1) 0 New Improvement Location Certificate (New ILC); or, (2) 455 El New Survey in the form of N/A; is required and the following will apply: 456 9.1.1. Ordering of New ILC or New Survey. ❑ Seder ® Buyer will order the New ILC or New Survey. The 457 New ILC or New Survey may also be a previous ILC or survey that is in the above -required form, certified and updated as of a date 458 after the date of this Contract. 459 9.L2. Payment for New D..C or New Survey. The cost of the New ILC or New Survey will be paid, on or before 460 Closing, by: 0 Seller 0 Buyer or: 461 N/A 462 463 9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Tide Commitment (or the provider of 464 the opinion of title if an Abstract of Title) and N/A will receive a New ILC or New Survey on or before New 465 TLC or New Survey Deadline. 466 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to 467 all those who are to receive the New ILC or New Survey. 468 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New 469 Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New 470 Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New D.C or New Survey if done prior to 471 Seller incurring any cost for the same. 472 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. 473 If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, 474 Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding § 8.3. or § 13: 475 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or CBS4-6-21. CONTRACT TO B D SELL REAL ESTATE (LAND) 11/2312022 1 1:49 ''Page10of21 BoyerInitials Sellerinitials [JeM] 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 476 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be 477 shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 478 9.3.3. New ILC or New Survey Resolution. If a New ILC or New Survey Objection is received by Seller, on or 479 before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on 480 or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New ILC or New Survey 481 Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such 482 termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline). 483 I DISCLOSURE, INSPECTION AND DUE DILIGENCE 484 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE SOURCE OF 485 WATER. 486 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to deliver to Buyer 487 the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller 488 to Seller's actual knowledge and current as of the date of this Contract. 489 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition.. Seller must disclose to Buyer 490 any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material 491 facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely 492 disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing 493 or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that 494 Seller is conveying the Property to Buyer in an "As Is" condition, "Where Is" and "With All Faults" 495 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections 496 (by one or more thud parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If 497 (1) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the 498 electrical, plumbing, HVAC and other mechanical systems of the Property, (2) the physical condition of the inclusions and Leased 499 items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., 500 heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or 501 noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's 502 sole subjective discretion, Buyer may: 503 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, 504 pursuant to § 24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver 505 an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller 506 pursuant to § 10.3.2.; or 507 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written 508 description of any unsatisfactory condition that Buyer requires Seller to correct. 509 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection 510 Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, 511 this Contract will temtinate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection 512 Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision 513 prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by 514 executing an Earnest Money Release. 515 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement 516 between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at 517 Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer 518 must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, 519 protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such 520 Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against 521 any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and 522 expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed 523 pursuant to an Inspection Resolution. 524 10.5. Insurability. Buyer has the Right to Terminate under § 24.1., on or before Property Insurance Termination 525 Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance 526 (Property Insurance) on the Property, in Buyer's sole subjective discretion. 527 10.6. Due Diligence. 528 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information 529 pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery 530 Deadline: CBS4.6.21. CONTRACT D ND SELL REAL ESTATE (LAND) 11/23/202211:49 Page 11 or 21 Buyer initials Seller Initials []EA4] 11/29/22 AuthentisignID: AAFCIBEA-2F70-ED11-ADE6-0050F2765A81 531 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy 532 agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing 533 are as follows (Leases): 534 N/A 535 536 10.6.1.2. Leased Items Documents. If any lease of personal property (§ 2.5.4., Leased Items) will be 537 transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to 538 Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will ® Will Not assume the Seller's obligations 539 under such leases for the Leased Items (§ 2.5.4., Leased Items). 540 541 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered 542 pursuant to § 2.5.2. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other 543 documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. Buyer ❑ Will CI Will 544 Not assume the debt on the Encumbered Inclusions (§ 2.5.2., Encumbered Inclusions). 545 546 10.6.1.4. Other Documents. If the respective box is checked, Seller agrees to additionally deliver copies 547 of the following: 548 ❑ 10.6.1.4.1. All contracts relating to the operation, maintenance and management of the 549 Property; 550 0 10.6.1.4.2. Property tax bills for the last N/A years; 551 0 10.6.1.4.3. As -built construction plans to the Property and the tenant improvements, including 552 architectural, electrical, mechanical and structural systems; engineering reports; and permanent Certificates of Occupancy, to the 553 extent now available; 554 0 10.6.1.4.4. A list of all Inclusions to be conveyed to Buyer; 555 ❑ 10.6.1.4.5. Operating statements for the past N/A years; 556 0 10.6.1.4.6. A rent roll accurate and correct to the date of this Contract; 557 0 10.6.1.4.7. A schedule of any tenant improvement work Seller is obligated to complete but 558 has not yet completed and capital improvement work either scheduled or in process on the date of this Contract; 559 0 10.6.1.4.8. All insurance policies pertaining to the Property and copies of any claims which 560 have been made for the past N/A years; 561 0 10.6.1.4.9. Soils reports, surveys and engineering reports or data pertaining to the Property (if 562 not delivered earlier under § 8.3.); 563 ® 10.6.1.4.10. Any and all existing documentation and reports regarding Phase I and II 564 environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, 565 PCB transformers, or other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no 566 reports are in Seller's possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to 567 Seller; 568 0 10.6.1.4.11. Any Americans with Disabilities Act reports, studies or surveys concerning the 569 compliance of the Property with said Act; 570 0 10.6.1.4.12. All permits, licenses and other building or use authorizations issued by any 571 governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use 572 authorizations, if any; and 573 ® 10.6.1.4.13. Other: 574 Any documents in Seller's possession pertinent to the property. Seller shall only be obligated to produce documents in Seller's possession or control. 575 576 577 578 579 580 10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due 581 Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective 582 discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 583 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; 584 or CBS4 6.21. CONTRACT TO B11Y ELL REAL ESTATE (LAND) 11/23/2022 i 1:49„, Buyer initials Seller initials (PI 11/29/22 Page 12 or 21 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 585 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any 586 unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 587 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by 588 Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seiler have not agreed in writing to a settlement 589 thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents 590 Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such 59I termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline). 592 10.6.3. Zoning. Buyer has the Right to Terminate under § 24.1., on or before Due Diligence Documents Objection 593 Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over 594 the Property, in Buyer's sole subjective discretion. 595 10.6.4. Due Diligence — Environmental, ADA. Buyer has the right to obtain environmental inspections of the 596 Property including Phase I and Phase ll Environmental Site Assessments, as applicable. ❑ Seller Q Buyer will order or provide 597 Phase I Environmental Site Assessment, Phase II Environmental Site Assessment (compliant with most current version of the 598 applicable ASTM E1527 standard practices for Environmental Site Assessments) and/or N/A, 599 at the expense of ❑ Seller Q Buyer (Environmental Inspection). In addition, Buyer, at Buyer's expense, may also conduct an 600 evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and 601 evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's 602 tenants' business uses of the Properly, if any. 603 If Buyer's Phase 1 Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental 604 Inspection Termination Deadline will be extended by N/A days (Extended Environmental Inspection 605 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date, the 606 Closing Date will be extended a like period of time. In such event, ❑ Seller LI Buyer must pay the cost for such Phase II 607 Environmental Site Assessment. 608 Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § 10.6.4., Buyer has the 609 Right to Terminate under § 24.1., on or before Environmental Inspection Termination Deadline, or if applicable, the Extended 610 Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole 611 subjective discretion. 612 Buyer has the Right to Terminate under § 24.1., on or before ADA Evaluation Termination Deadline, based on any 613 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 614 10.7. Conditional Upon Sale of Property. This Contract is conditional upon the sale and closing of that certain property 615 owned by Buyer and commonly known as N/A. Buyer has 616 the Right to Terminate under § 24.1. effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale 617 Deadline if such property is not sold and closed by such deadline. This Section is for the sole benefit of Buyer. If Seller does not 618 receive Buyer's Notice to Terminate on or before Conditional Sale Deadline, Buyer waives any Right to Terminate under this 619 provision. 620 10.8. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer ❑ Does 111 Does Not 621 acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for 622 the Property. ❑ There in No Well. Buyer ❑ Does ® Does Not acknowledge receipt of a copy of the current well permit. 623 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND 624 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO 625 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 626 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned 627 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the Lease 628 or other writing received by Buyer. Seller will not amend, alter, modify, extend or cancel any of the Leases nor will Seller enter into 629 any new leases affecting the Property without the prior written consent of Buyer, which consent will not be unreasonably withheld 630 or delayed. 631 10.10. Lead -Based Paint. [Intentionally Deleted - See Residential Addendum if applicable] 632 10.11. Carbon Monoxide Alarms. [Intentionally Deleted - See Residential Addendum if applicable] 633 10.12. Methamphetamine Disclosure. [Intentionally Deleted - See Residential Addendum if applicable] 634 11. TENANT ESTOPPEL STATEMENTS. 635 11.1. Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements. Seller must 636 request from all tenants of the Property and if received by Seller, deliver to Buyer on or before Estoppel Statements Deadline, 637 statements in a form and substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement) 638 attached to a copy of the Lease stating: 639 11.1.1. The commencement date of the Lease and scheduled termination date of the Lease; CBS4-6.21. CONTRACT TO Buyer initials ELL REAL ESTATE (LAND) 1.3/2022 l l:49 "'' °"� Page 13 or 21 Seller initials 1�/� I 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE.050F2765AB1 640 11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or 641 amendments; 642 11.1.3. The amount of any advance rentals paid, rent concessions given and deposits paid to Seller; 643 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller; 644 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and 645 11.1.6. That the Lease to which the Estoppel Statement is attached is a true, correct and complete copy of the Lease 646 demising the premises it describes. 647 11.2. Seller Estoppel Statement. In the event Seller does not receive from all tenants of the Property a completed signed 648 Estoppel Statement, Seller agrees to complete and execute an Estoppel Statement setting forth the information and documents 649 required § 11.1 above and deliver the same to Buyer on or before Estoppel Statements Deadline. 650 11.3. Estoppel Statements Termination. Buyer has the Right to Terminate under § 24.1., on or before Estoppel 651 Statements Termination Deadline, based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective discretion, or if 652 Seller faits to deliver the Estoppel Statements on or before Estoppel Statements Deadline. Buyer also has the unilateral right to 653 waive any unsatisfactory Estoppel Statement. 654 I CLOSING PROVISIONS I 655 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 656 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable 657 the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is 658 obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a 659 timely manner, all required loan documents and financial information conceming Buyer's loan. Buyer and Seller will furnish any 660 additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and 661 Seller will sign and complete all customary or reasonably -required documents at or before Closing. 662 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions ❑ Are 0 Are Not executed with 663 this Contract. 664 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as 665 the Closing Date or by mutual agreement at an earlier date. At Closing, Seller agrees to deliver a set of keys for the Property to 666 Buyer. The hour and place of Closing will be as designated by Mutual agreement of Buyer, feller and Title company. 667 12.4. Disclosure of Settlement Casts. Buyer and Seller acknowledge that costs, quality and extent of service vary between 668 different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). 669 12.5. Assignment of Leases. Seller must assign to Buyer all Leases at Closing that will continue after Closing and Buyer 670 must assume Seller's obligations under such Leases. Further, Seller must transfer to Buyer all Leased Items and assign to Buyer such 671 leases for the Leased Items accepted by Buyer pursuant to § 2.5.4. (Leased Items). 672 13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender 673 of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: ❑ 674 special warranty deed © general warranty deed 0 bargain and sale deed O quit claim deed 0 personal representative's deed 675 ❑ N/A deed. Seller, provided another deed is not selected, must execute and deliver a good and 676 sufficient special warranty decd to Buyer, at Closing. 677 Unless otherwise specified in § 29 (Additional Provisions), if title will be conveyed using a special warranty deed or a general 678 warranty deed, tide will be conveyed "subject to statutory exceptions" as defined in § 38-30-113(5)(a), C.K.S. 679 14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens 680 or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special 681 improvements installed as of the date of Buyer's signature hereon, whether assessed or not, and previous years' taxes, will be paid 682 at or before Closing by Seller from the proceeds of this transaction or from any other source. 683 15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND 684 WITHHOLDING. 685 15.1. Closing Costs. Buyer and Seller must pay, in Goon) Funds, their respective closing costs and all other items required 686 to be paid at Closing, except as otherwise provided herein. 687 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by 0 Buyer 0 Seller 688 D One -Half by Buyer and One -Ralf by Seller 0 Other N/A. 689 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to 690 promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees 691 associated with or specified in the Status Letter will be paid as follows: CBS4-6-21. CONTRACT TO�'C""' SELL REAL ESTATE (LAND) 11/23/2022 11:49 a.« ^ Page 14 of 21 Buyer initials Seller initials []EMI 11/29/22 Authentisign ID: AAFC1BEA-2F70-ED11-ADE6-0050F2765AB1 692 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Loose must be paid by ❑ Buyer 693 ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑7t N/A. 694 15.3.2. Record Change Fee. Any Record Change Fee must be paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer 695 and One -Half by Seller (gi N/A. 696 15.3.3. Assessments, Reserves or Working Capital. All assessments required to be paid in advance (other than 697 Association Assessments as defined in 5 16.2. (Association Assessments), reserves or working capital due at Closing must be paid 698 by O Buyer O Seller O One -Half by Buyer and One -Half by Seller 0 N/A. 699 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by ❑ 700 Buyer O Seller O One -Half by Buyer and One -Half by Seller 0 N/A. 701 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by ❑ Buyer ❑ Seller ❑ One -Half by 702 Buyer and One -Half by Seller CI N/A. 703 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by 704 ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller ❑x N/A. 705 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, 706 such as community association fees, developer fees and foundation fees, must be paid at Closing by O Buyer O Seller 707 O One -Half by Bayer and One -Half by Seller 0 N/A. 708 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed 709 $ N/A for: 710 ❑ Water Stock/Certificates ❑ Water District 711 O Augmentation Membership ❑ Small Domestic Water Company ❑ N/A 712 and must be paid at Closing by d Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller O N/A. 713 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be 714 paid by ❑ Buyer ❑ Seller ❑ One -Half by Buyer and One -Half by Seller © N/A. 715 15.9. FIRPTA and Colorado Withholding. 716 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be 717 withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the 718 amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller ❑ IS a foreign 719 person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign 720 person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably 721 requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to 722 withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or 723 if an exemption exists. 724 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds 725 be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to 726 cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding 727 is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's 728 tax advisor to determine if withholding applies or if an exemption exists. 729 16. PROBATIONS AND ASSOCIATION ASSESSMENTS. 730 16.1. Proration. The following will be prorated to the Closing Date, except as otherwise provided: 731 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes 732 for the year of Closing, based on 0 Taxes for the Calendar Year Immediately Preceding Closing © Most Recent Mill Levy 733 and Most Recent Assessed Valuation, ❑ Other N/A. 734 16.1.2. Rents. Rents based on ❑ Rents Actually Received ❑ Accrued. At Closing, Seller will transfer or credit 735 to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in 736 writing of such transfer and of the transferee's name and address. 737 16.L3. Other Prarations. Water and sewer charges, propane, interest on continuing loan, and N/A. 738 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. 739 16.2. Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in 740 advance will be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred maintenance 741 by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents. Buyer 742 acknowledges that Buyer maybe obligated to pay the Association, at Closing, an amount for reserves or working capital. Any special 743 assessment assessed prior to Closing Date by the Association will be the obligation of O Buyer ❑ Seller. Except however, any 744 special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon, whether 745 assessed prior to or after Closing, will be the obligation of Seller unless otherwise specified in Additional Provisions. Seller represents 746 there are no unpaid regular or special assessments against the Property except the current regular assessments and 747 N/A. Association Assessments are subject to change as provided in the Governing Documents. CBS4-6.21. CONTRACT T4B'SI ESTATE (LAND) 11/23/2022 l t:49 Page 15 of 21 Buyer initials Setter initials /644 11 /29/22 AuthentisignID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 748 17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, 749 subject to the Leases as set forth in § 10.6.1.1. 750 If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally 751 liable to Buyer, notwithstanding § 20.2. (If Seller is in Default), for payment of $ 109 per day (or any part of a day 752 notwithstanding § 3.3., Day) from Possession Date and Possession Time until possession is delivered. 753 GENERAL PROVISIONS I 754 18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND 755 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both will be delivered in the 756 condition existing as of the date of this Contract, ordinary wear and tear excepted. 757 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss 758 prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the 759 damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, 760 will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under § 24.1., on 761 or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect 762 to cant' out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were 763 received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any 764 deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received 765 the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to 766 Closing or, at the option of Buyer, (1) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's 767 insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney 768 requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such 769 damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 770 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), 771 system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date 772 of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion 773 or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or 774 replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by 775 Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before 776 Closing or possession, whichever is earlier, Buyer has the Right to Terminate under § 24.1., on or before Closing Date, or, at the 777 option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must 778 not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive 779 Closing. 780 183. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may 781 result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation 782 action. Buyer has the Right to Terminate under § 24.1., on or before Closing Date, based on such condemnation action, in Buyer's 783 sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and 784 Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value 785 of the Property or Inclusions but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 786 18.4. Walk -Through and Verification of Conditlon. Buyer, upon reasonable notice, has the right to walk through the 787 Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 788 18.5. Home Warranty, [Intentionally Deleted] 789 18.6. Risk of Loss — Growing Crops. The risk of loss tor damage to growing crops by fire or other casualty will be borne 790 by the party entitled to the growing crops as provided in § 2.8. and such party is entitled to such insurance proceeds or benefits for 791 the growing crops. 792 19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that 793 their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination 794 of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal 795 and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded 796 in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be 797 engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must 798 be complied with. 799 800 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. 801 This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored CBS4-6.21. CONTRACT TO Bf�' ELL REAL ESTATE (LAND) 11/23/2022 11:49 Paals [36,14] 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 802 or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non -defaulting party 803 has the following remedies: 804 20.1. If Buyer is in Default: 805 ❑ 20.1.1. Specific Performance. Seller may elect to camel this Contract and all Earnest Money (whether or not paid 806 by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the 807 amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat 808 this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 809 20.1.2. Liquidated Damages, Applicable. This § 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may 810 cancel this Contract All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that 811 the Earnest Money specified in § 4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is 812 fair and reasonable and (except as provided in §§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to 813 perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 814 20.2. If Seller is in Default: 815 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case 816 all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. 817 Alternatively, in addition to the per diem in § 17 (Possession) for failure of Seller to timely deliver possession of the Property after 818 Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance 819 or damages, or both. 820 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to 821 include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or 822 repairs required under this Contractor failure to timely disclose any known adverse material facts, Seller remains liable for any such 823 failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this 824 Contract are reserved and survive Closing. 825 21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration 826 or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all 827 reasonable costs and expenses, including attorney fees, legal fees and expenses. 828 22. MEDIATION. If a dispute arises relating to this Contract (whether prior to or after Closing) and is not resolved, the parties 829 must first proceed, in good faith, to mediation. Mediation is a process in which the parties meet with an impartial person who helps 830 to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. Before any mediated settlement is 831 binding, the parties to the dispute must agree to the settlement, in writing. The parties will jointly appoint an acceptable mediator 832 and will share equally in the cost of such mediation. The obligation to mediate, unless otherwise agreed, will terminate if the entire 833 dispute is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at that 834 party's last known address (physical or electronic as provided in § 26). Nothing in this Section prohibits either party from filing a 835 lawsuit and recording a lis pendens affecting the Property, before or after the date of written notice requesting mediation. This 836 Section will not alter any date in this Contract, unless otherwise agreed. 837 23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest 838 Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding 839 the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Eamest Money Holder, in its sole subjective 840 discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest 841 Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and 842 legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of 843 the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one 844 hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest 845 Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time 846 of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the 847 obligation of § 22 (Mediation). This Section will survive cancellation or termination of this Contract. 848 24. TERMINATION. 849 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the 850 termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written 851 notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or 852 before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory 853 and waives the Right to Terminate under such provision. 854 24.2. Effect of Termination. In the event this Contract is terminated, and all Earnest Money received hereunder is timely 855 returned to Buyer, the panics are relieved of all obligations hereunder, subject to §§ 10.4. and 21. CBS4-6-21. CONTRACT TO BUY Buyer initials 4 :I !1 L REAL ESTATE (LAND) 11/23/2022 11:49 Page 17 of 21 seller .tuts [9 ] 11/29/22 Authenlisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 856 25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified 857 addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining 858 thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms 859 of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or 860 obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. 861 Any successor to a party receives the predecessor's benefits and obligations of this Contract. 862 26. NOTICE, DELIVERY AND CHOICE OF LAW. 863 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in 864 § 26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or 865 notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing 866 must be received by the party, not Broker or Brokerage Firm). 867 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or 868 Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker 869 working with such party (except any notice or delivery after Closing, cancellation or Termination must be received by the party, not 870 Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or N/A. 871 26.3. Electronic Delivery. Electronic Delivery of documents and notice maybe delivered by: (1) email at the email address 872 of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the 873 documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 874 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with 875 the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property 876 located in Colorado. 877 27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and 878 Seiler, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to § 26 on or before 879 Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and 880 Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such 881 copies taken together are deemed to be a full and complete contract between the parties. 882 28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to actin good faith including, but not limited 883 to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, 884 Record Title and Of -Record Title; New ILC, New Survey; and Property Disdosure, Inspection, Indemnity, Insurability Due 885 Diligence and Source of Water. 886 I ADDITIONAL PROVISIONS AND ATTACHMENTS I 887 29. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate 888 Conmussion.) 889 29.1: Due Diligence Contingency Period. If at any time on or before fifty-five (55) days from the Mutual Execution of Contract (MeC), Buyer determines, for any reason or no reason, in Buyer's sole subjective discretion that the Property is unsuitable or unacceptable for any reason to Buyer, Buyer shall have the right to terminate this Agreement by delivering written notice of termination to Seller at any time on or before the expiration of the Due Diligence Contingency Period. In the event of such termination, the Earnest Money shall be returned to Buyer, and the Parties shall have no further liability or obligations under this Contract except for those obligations or liabilities which expressly survive termination or closing. 29.2: Buyer shall pay Buyer's Broker 2.09 of the Sales Price as commission upon Closing the purchase. 890 891 892 893 894 895 896 CES4.6-21. CONTRACT TO B ND SELL REAL ESTATE (LAND) 11/23/2022 11:49 Page 18 of 21 Buyer initials Seller initials r„,_) 11 /79[,27 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 897 898 899 900 30. OTHER DOCUMENTS. 901 30.1. Documents Part of Contract. The following documents are a part of this Contract: 902 N/A 903 904 905 30.2. Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract: 906 N/A 907 908 909 91.0 SIGNATURES Buyer's Name: Weld County Colorado Buyer's Signature Scott James, Chair, Board of weld County Coaasissioners Date Address: 1105 H Street, P.O. Box 758 Greeley, CO 80632 Phone No.: N/A Fax No.: N/A Email Address: N/A 911 [NOTE: If this offer is being countered or rejected, do not sign this document.] gl��rne: Lazy Two Ranch, LLC, a Colorado limited liability company James EMorrisoh Jr. 11/29/22 �e11er's Signature James E Morrison Jr., Manager Date Address: P.O. Box 546 Phone No.: Fax No.: Email Address: Evansville, WY 82636 Seller's Signature Address: Phone No.: Fax No.: Email Address: Date CBS4.6-21. C0NT Cf TO BUY AND SELL REAL ESTATE (LAND) 11/23/2022 11:49 r-- jeif4Buyer initials Seller initials Page 19of21 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 912 913 Seller's Signature Address: Phone No.: Fax No.: Email Address: Date I END OF CONTRACT TO BUY AND SELL REAL ESTATE I BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A. Broker Working with Buyer Broker ❑ Does Ei Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a 0 Buyer's Agent Cl Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Buyer. See § B for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by ❑ Listing Brokerage Firm ❑ Buyer © Other N/A. This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Waypoint Real Estate, LLC Brokerage Firm's License #: N/A Broker's Name: Brian Smerud, CCIN Broker's License #: 100042149 Address: Phone No.: Fax No.: Email Address: Broker's Signature: N/A N/A (970) 415-0538 N/A bsmerud@waypointre.com \t/Z-V-10-2 Date B. Broker Working with Seller Broker El Does Cr Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to CBS4-6-21. CONTRA Y AND SELL REAL ESTATE (LAND) 11/23/2022 1 I :49 Page205521 Buyerinitials Sellerinitials [lEA'?] 11/29/22 Authentisign ID: AAFCIBEA-2F70-ED11-ADE6-0050F2765AB1 Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Seller as a 0 Seller's Agent 0 Transaction -Broker in this transaction. ❑ Customer. Broker has no brokerage relationship with Seller. See § A for Broker's brokerage relationship with Buyer. Brokerage Finn's compensation or commission is to be paid by ❑ Seller ❑ Buyer ❑ Other N/A . This Broker's Acknowledgements and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Finn's Name: N/A Brokerage Firm's License #: N/A Broker's Name: N/A Broker's License #: N/A Address: Phone No.: Fax No.: Email Address: 914 Broker's Signature: N/A N/A N/A N/A N/A Date CBS4-6-21. CONTRA TO AND SELL REAL ESTATE (LAND) t 1/23/2022 11.49 Buyer initials Seller initials le/ Page 21 of 21 11/29/22 This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION Hello